Supplier Terms and Conditions
Last updated on January 1, 2026
Contact: support@shouf.co
These Supplier Terms and Conditions (“Agreement”) are entered into between Shouf Tourism and Entertainment LLC (“Shouf”), located at Office 1, Building 20, Al Sadd Street, Doha, Qatar and the supplier, operator, attraction, activity provider, or other business entity registering to offer services through the Shouf platform (“Supplier”).
This Agreement governs the relationship between Shouf and Supplier. The legal relationship between Supplier and an end customer (a “Customer”) is governed by the terms applicable to the Customer’s purchase of Supplier’s services (the “Supplier-Customer Contract”), including the listing information shown at purchase.
Shouf’s platform is available internationally.
This Agreement is drafted in English. Any translation is provided for convenience only. In the event of a conflict, the English version will prevail.
1. Shouf Platform
1.1 Shouf operates an online marketplace and related tools (“Shouf Platform”) that enable Customers to discover, book, and pay for tours, activities, attractions, tickets, and related services offered by Suppliers (the “Services”).
1.2 Commercial agent appointment. In connection with Supplier’s access to and use of the Shouf Platform, Supplier appoints Shouf as its commercial agent for the purposes described in this Agreement, including (as applicable) concluding bookings in Supplier’s name and on Supplier’s behalf, administering bookings, and processing refunds.
1.3 Distribution partners. Customers, travel agencies, concierges, or other distribution partners may purchase Services for their clients through the Shouf Platform, with Shouf acting as Supplier’s commercial agent.
1.4 Supplier systems. Supplier is responsible, at its own cost, for obtaining and maintaining the equipment, connectivity, and systems needed to access and use the Shouf Platform.
2. Supplier Portal, Account, and Security
2.1 Supplier Portal. Supplier may manage listings, pricing, and operational settings through Shouf’s supplier portal or other tools we provide (the “Supplier Portal”).
2.2 Supplier Account information. Supplier must provide and maintain accurate, complete, and up-to-date information required to establish and maintain a Supplier account (“Supplier Account”), including (as applicable):
- Valid business license or registration details;
- Insurance information (see Section 11);
- Payout details for Supplier’s payment account;
- Tax identification and related information where required; and
- Any additional information reasonably requested for onboarding, verification, or compliance.
2.3 Login credentials and security. Supplier must keep its login credentials confidential, implement reasonable security measures (such as strong passwords and multi-factor authentication where available), and promptly notify Shouf of any suspected loss, compromise, or unauthorized use of the Supplier Account.
2.4 Responsibility for account activity. Supplier is responsible for all activity conducted via its Supplier Account and must compensate Shouf for losses resulting from Supplier’s failure to maintain appropriate account security. The Supplier Account is issued to you specifically and may only be used by you.
You may not sell, rent, assign, or otherwise transfer the Supplier Account—or any rights or obligations under this Agreement—to any third party without Shouf’s prior written consent. Any attempted transfer in breach of this clause will have no legal effect and will be void.
3. Selling Services on the Shouf Platform
3.1 Product listing requirements. For each Service that Supplier wishes to sell via the Shouf Platform, Supplier will create a listing or product (a “Product Listing”) through the Supplier Portal. Products must comply with Shouf’s listing requirements and any applicable restricted-activities policy communicated by Shouf.
Each Product Listing must include all information necessary for Customers to make an informed decision, including:
- Suitability requirements (for example minimum age, required skills/permits, fitness level, and inherent risks, including risks for persons with pre-existing medical conditions);
- Logistical details (for example meeting point, start time, duration, accessibility notes, and required or recommended clothing/equipment); and
- Any other material information requested by Shouf.
Supplier must ensure that critical terms are clearly disclosed in the Product Listing. If any key logistical information is missing, Supplier must provide it to the Customer as soon as possible using Shouf’s communication tools.
3.2 Content edits, translation, and optimization. Shouf may edit, reformat, translate, or otherwise optimize Supplier content to improve clarity, consistency, and conversion, provided we do not intentionally change the essential nature of the Service. Supplier remains responsible for the accuracy of Supplier content and must notify Shouf promptly upon discovering inaccuracies.
3.3 Availability. Supplier must keep Product Listings and inventory/availability accurate and up-to-date at all times and remove any canceled, invalid, or unavailable Product listings without delay. Supplier is responsible for claims arising from inaccurate availability or other inaccurate Supplier content.
3.4 Prices and required fees. Supplier sets the retail price at which the Service is offered to Customers (the “Retail Price”). Each Product listing must clearly disclose all mandatory taxes, fees, charges, and other amounts required for Supplier to deliver the Service (collectively, “Required Fees”). The Retail Price must include all Required Fees. Supplier must not collect or attempt to collect undisclosed Required Fees from Customers.
Optional or discretionary items (for example food/drinks sold on-site, tips, or donations) are not Required Fees provided Supplier clearly informs Customers they are optional and not required for delivery of the Service.
3.5 Formation of the Supplier-Customer contract. When a Customer books via the Shouf Platform, the Customer purchases Services directly from Supplier under the Supplier-Customer Contract. Shouf, as Supplier’s commercial agent, may conclude the Supplier-Customer Contract in Supplier’s name and on Supplier’s behalf. Shouf may decline a booking in its reasonable discretion (for example for fraud or compliance concerns).
3.6 Performance of Services. Supplier is solely responsible for delivering the Services to the Customer in full and in accordance with the Product Listing. Supplier may only engage subcontractors to perform any part of the Services with Shouf’s prior written consent. Where subcontracting is approved, Supplier remains fully responsible and liable for the acts, omissions, and negligence of its subcontractors and their personnel as if they were Supplier’s own. Supplier must ensure all subcontractors are contractually obligated to comply with the relevant requirements and obligations under this Agreement.
3.7 Booking administration and refunds. Supplier authorizes Shouf (and, where applicable, Shouf’s distribution partners acting through Shouf) to administer bookings, including changing or canceling bookings and issuing full or partial refunds to Customers, in each case as described in this Agreement.
3.8 Payment collection. Supplier instructs Shouf, acting as Supplier’s commercial agent, to collect payments from Customers in Supplier’s name and on Supplier’s behalf. Shouf may appoint payment service providers and/or sub-agents to receive Customer payments and facilitate onward payment. Customer payment to Shouf (or its appointed payment agent) discharges the Customer’s payment obligation to Supplier.
3.9 Booking Changes. Customers may occasionally make mistakes when booking. Subject to availability and operational constraints, Shouf may (at no additional charge to the Customer) correct certain booking details shortly after purchase (for example date/time/language or participant count).
3.10 Chargebacks and Payment Disputes. If a chargeback, reversal, or other payment failure occurs before the Service is provided, Shouf may cancel the booking and notify Supplier. If it occurs after the Service is provided, Shouf may request evidence or a response from Supplier within a reasonable timeframe and may share Supplier’s response with the payment processor or card network.
Supplier acknowledges that Shouf’s obligation to pay Supplier is conditional upon Shouf’s successful receipt of the associated Customer funds. For bookings affected by chargebacks or failed payments, Shouf may withhold payment and/or offset amounts previously paid from future payouts.
3.11 Customer Cancellations and Refunds. Supplier must not accept booking cancellations directly from Customers. If a Customer requests to cancel with Supplier, Supplier must instruct the Customer to cancel through the Shouf Platform or by contacting Shouf customer support.
3.11.1 Cancellation during the Free Cancellation Period. If a Customer cancels a Booking within the Free Cancellation Period, Shouf will issue the Customer a full refund.
3.11.2 Cancellations after the Free Cancellation Period; No Shows; Extenuating Circumstances.
(a) After the Free Cancellation Period. If a Customer cancels after the Free Cancellation Period has ended, the Booking is non-refundable and will be treated as a Completed Booking for payment purposes.
(b) Customer No Shows. If a Customer is a No Show, the Booking will be treated as a Completed Booking for payment purposes.
(c) Extenuating Circumstances / Force Majeure. Notwithstanding Sections 3.11.2(a) and 3.11.2(b), Shouf may issue a full refund where the late cancellation or No Show results from extenuating circumstances or a force majeure event. Shouf may require the Customer to provide reasonable supporting evidence to verify such circumstances.
3.12 Supplier Cancellations.
3.12.1 Unjustified Supplier Cancellations. If Supplier cancels a Booking or otherwise fails to deliver the Services as required under a Booking, and such failure is not justified under Section 3.12.2, Shouf will issue the Customer a full refund. Supplier acknowledges that such failures may harm Shouf’s reputation and cause Shouf to incur additional operational and customer service costs. Accordingly, Shouf may charge a cancellation fee as liquidated damages equal to twenty-five percent (25%) of the Retail Price for each affected Customer. Shouf may deduct this cancellation fee from any amounts payable to Supplier or invoice Supplier for the applicable amount.
The parties agree that it would be impracticable to precisely determine the damages Shouf would suffer from an unjustified cancellation or failure to provide Services, and that the liquidated damages amount above represents a reasonable estimate of such losses. Shouf may, in its sole discretion, waive the cancellation fee or apply a reduced fee if Supplier provides affected Customers with an alternative, equivalent Service on the same date at no additional cost.
For the avoidance of doubt, cancellations resulting from Supplier’s failure to maintain accurate availability on the Shouf Platform, or Supplier’s failure to provide a Customer invoice where required and requested, may be treated as a failure to provide Services for the purposes of this Section 3.12. In addition to the remedies above, Shouf may terminate this Agreement for material breach where permitted under the termination provisions of this Agreement.
3.12.2 Justified Supplier Cancellations. A cancellation or failure to provide Services is considered justified only where it is the direct result of a Force Majeure Event. In such circumstances, Supplier must notify Shouf’s customer support team immediately. Shouf will issue the Customer a full refund, and the cancellation fee under Section 3.12.1 will not apply. Shouf may require Supplier to provide reasonable evidence to verify the force majeure event.
4. Distribution Channels and Ranking
4.1 Distribution Channels. Shouf may offer and distribute Supplier’s Services through one or more sales and marketing channels, which may include the Shouf platform, partner websites, travel agencies, affiliates, and other third-party distribution partners (“Distribution Channels”). Shouf has sole discretion to determine which Distribution Channels are used and how Supplier’s listings are displayed within them. Shouf is responsible for any commissions payable to travel agencies and other third-party intermediary fees related to sales made through the Distribution Channels.
4.2 Ranking and Visibility. The placement, visibility, and ranking of Supplier listings on channels owned or operated by Shouf (“Shouf Channels”) may be influenced by a range of factors, which can include listing and content quality, customer reviews and ratings, booking performance, conversion, availability, customer preferences, and other relevance signals. Shouf may update these factors from time to time and may make guidance available within the Shouf Platform or Supplier Portal.
Shouf may also run programs from time to time that recognize or reward Suppliers—for example, for consistently meeting product quality standards and/or offering increased commission for Services sold through the Distribution Channels. These programs may provide benefits such as improved placement, enhanced visibility, or higher ranking on the Shouf Platform.
5. Payment, Commission, Taxes, and Statements
5.1 Shouf Commission. Supplier agrees to pay Shouf a commission for each completed booking (“Commission”). Shouf’s Commission is a percentage of the Retail Price for a booking. The Commission rate and calculation method are specified in Supplier’s account or a separate commercial agreement. Unless agreed otherwise, Shouf may deduct Commission from the amounts collected from Customers before paying Supplier.
Shouf may adjust the Commission rate if Shouf’s costs of operating and supporting the platform increase. Any such adjustment will be applied consistently to all Suppliers offering comparable services within the same category. Shouf will give Supplier at least four (4) weeks’ prior written notice of any Commission increase by email to the email address listed in the Supplier Account. The notice will state the updated Commission rate, the effective date, and a general explanation for the change. Commission increases will not occur more than once per calendar year, except where increases are required due to regulatory changes or other cost increases that materially impact Shouf’s business operations.
Supplier must keep the Commission rate confidential, including after this Agreement ends.
5.2 Payout schedule and currency. Shouf will pay Supplier on monthly basis, with due date of the fifth business day of the calendar month. Payouts will be done in the currency displayed during supplier sign up process. Shouf may update available payout currencies from time to time. Below is a summary of the payout currencies for suppliers operating in the below countries
For suppliers operating in Egypt – Payouts are processed through local corporate bank transfer in EGP.
For suppliers operating in Qatar – Payouts are processed through local corporate bank transfer in QAR.
For suppliers operating in all other destinations – Payouts are processed through international corporate bank transfer in USD.
5.3 Transaction fees and deductions. Shouf may cover outbound transfer fees charged by Shouf’s financial institution. Supplier is responsible for inbound fees charged by Supplier’s bank and any intermediary fees. Shouf may deduct or offset amounts owed by Supplier under this Agreement (including refunds, replacement-service costs, chargebacks, or cancellation fees) from payouts.
5.4 Taxes.
(5.4.1) Taxes on the Retail Price. Supplier is solely responsible for all applicable taxes, duties, or governmental charges that arise from the sale of Services through the Shouf Platform (“Applicable Taxes”), calculated on the Retail Price. Unless the parties agree otherwise in writing, Shouf is not responsible for taxes that may apply to Shouf’s Commission.
(5.4.2) Tax Collection, Reporting, and Remittance. Supplier is solely responsible for determining whether Applicable Taxes must be collected, and for reporting and remitting such taxes to the relevant tax authority. If Supplier requires Shouf to collect any additional Applicable Taxes on Supplier’s behalf, Supplier must notify Shouf of the applicable rate(s), and the parties will cooperate in good faith to establish a workable collection method (where available).
(5.4.3) Supplier Cooperation and Documentation. Upon Shouf’s request, Supplier must, within five (5) Business Days, provide reasonable tax-related information and cooperation, which may include:
(a) Supplier’s valid tax registration or identification numbers for relevant jurisdictions;
(b) a valid tax invoice (where required) relating to specified Services;
(c) supporting documentation evidencing tax reporting/remittance for Services (for example returns, workpapers, and supporting transaction data reports); and
(d) other reasonable assistance requested to confirm Supplier’s compliance with tax obligations.
Requests will be made directly by email to the registered email address in the Supplier Account.
(5.4.4) Taxes on Commission. If applicable law requires VAT (or similar tax) to be charged on any Commission, Shouf is authorized to deduct the relevant amount from payments due to Supplier, in addition to the Commission. Supplier is responsible for determining whether it may claim any credit or deduction for such tax under applicable law. Shouf may verify Supplier’s tax registration details where relevant.
(5.4.5) Withholding Taxes. Commission amounts payable to Shouf will be paid without deduction or withholding unless withholding is required by applicable law. Where withholding is required, Supplier remains responsible for the withholding amount such that the net amount received by Shouf equals the full Commission otherwise due. Shouf will provide reasonably available documentation (such as forms or certificates) that may help Supplier reduce or eliminate required withholding, where applicable.
(5.4.6) Local Tax Rules (Country-Specific). If Supplier is located in a jurisdiction with special rules regarding consumption tax, VAT, reverse-charge mechanisms, or similar requirements, Supplier is responsible for compliance with those rules, including accounting for and remitting any taxes applicable to the Commission where required.
(5.4.7) Disclosures to Tax Authorities. To the extent required or permitted by applicable law, Shouf may disclose Supplier information to a tax authority, which may occur with or without prior notice to Supplier.
(5.4.8) Non-Compliance. Failure by Supplier to comply with this Section 5.4 may result in the temporary or permanent suspension of Supplier’s listings or access to the Shouf Platform.
5.5 Statements and disputes. Shouf will provide a periodic statement (“Statement”) for each payout period showing completed bookings and amounts payable, including any deductions. Supplier must notify Shouf of any good-faith dispute within thirty (30) days of receipt of the Statement, including reasonable supporting detail; otherwise the Statement will be deemed accepted. After this period, Shouf may correct discrepancies in its reasonable discretion.
5.6 Platform service fee. Shouf may charge Customers a separate service fee in addition to the Retail Price. Any such service fee is retained by Shouf.
6. Customer Relations, Communications, and Reviews
6.1 No circumvention. Supplier must not encourage or facilitate Customers to book outside the Shouf Platform, direct Customers to alternative booking channels, or otherwise circumvent the Shouf Platform or the payment of Commission. If a Customer requests to book outside the Shouf Platform after initiating contact through the Shouf Platform, Supplier must direct the Customer back to the Shouf Platform.
6.2 Communication tools and response times. Supplier must check messages received through Shouf Supplier Portal at least once per day. Suppliers must click on the WhatsApp button available in the Supplier Portal and in the booking confirmation emails as soon as they receive a booking to initiate chat with the gest and answer any queries they might have. If the supplier fails to initiate message with the guest over WhatsApp, this would warrant a warning letter to be issued. If this occurs frequently, further warning letters will be issued and Shouf may terminate this Agreement where permitted under the termination provisions of this Agreement.
Supplier must not use Customer contact information or Shouf communication tools to send unsolicited promotions, solicit off-platform payments, recruit Customers to third-party services, or transmit unlawful, abusive, or otherwise prohibited content. Shouf may monitor communications for quality control and may block messages that violate this Agreement.
Supplier must respond to inquiries made directly by Shouf within 24 hours from receiving the email.
Supplier understands and agrees that messages exchanged through Shouf’s communication tools, or routed via the Shouf Platform, may be stored and monitored by Shouf for customer support, service quality, security, and to verify compliance with this Agreement. Any breach of this section is a material breach and permits Shouf to take immediate action under the remedies provisions of this Agreement, including suspension of the Supplier Account and withholding of amounts otherwise payable. Supplier further acknowledges that non-compliant communications or misuse of customer data may also violate applicable data protection laws, and Supplier remains solely responsible for such compliance.
6.3 Invoices to Customers. If a Customer requests an invoice/receipt for Services, Supplier will provide it through Shouf’s communication tools in a format compliant with applicable tax rules.
6.4 Service Levels and Business Conduct. Supplier will deliver all Services professionally and in line with high standards of quality, safety, and customer care consistent with best practice in the travel and tourism industry. Supplier agrees that the Retail Prices, availability, inclusions/amenities, and any restrictions for Services offered through the Shouf Platform will be equal to or better than those offered through Supplier’s (or its Affiliates’) own online sales channels. Customers who book through the Shouf Platform must be treated at least as favorably as customers who book directly with Supplier (or its Affiliates).
Supplier acknowledges that Shouf may provide Supplier with access to responsible tourism guidelines, product quality standards, and/or a supplier code of conduct (together, the “Policies”) through Shouf’s supplier resources or help center. During the term of this Agreement, Supplier must comply—and must ensure its personnel and supply chain comply—with the Policies and all applicable laws and regulations referenced in them. Any failure to comply with this Section 6.4 constitutes a material breach of this Agreement and entitles Shouf to exercise its contractual remedies, including termination where permitted under the termination provisions of this Agreement.
6.5 Tickets. Supplier must accept valid customer tickets, booking confirmation emails, or vouchers issued through the Shouf Platform, whether presented as printed documents or displayed on a smartphone or other mobile device.
6.6 Personnel Conduct. Supplier is solely responsible for the conduct of its staff, contractors, and representatives when interacting with Customers and others in connection with the Services. Supplier must not—and must ensure its personnel do not—discriminate against, harass, or mistreat any Customer, including on the basis of race, nationality, religion, gender, gender identity, disability, medical condition, marital status, age, or sexual orientation, or any other characteristic protected by applicable law.
6.7 Customer Requests, Complaints, and Refund Handling. Supplier must promptly manage and respond to Customer requests and complaints relating to the Services (including complaints about Supplier personnel) and any refund requests. If Supplier does not respond to a Customer complaint within three (3) Business Days, Shouf may, at its discretion:
(i) provide customer support to the Customer;
(ii) act as an intermediary between Supplier and the Customer; and/or
(iii) respond via Shouf’s customer service channels or platform communication tools.
In cases of Supplier’s failure to meet the service levels in Section 6.4, or where there is a material irregularity, complaint, or non-conformity between the Product Listing and the Services delivered, Shouf may, in its sole discretion:
(a) issue the Customer a full or partial refund; and/or
(b) arrange alternative or replacement services of an equal or higher standard and deduct the associated cost from amounts payable to Supplier.
Where a partial refund is issued, the amount payable to Supplier (and any Commission calculated on that amount) will be adjusted accordingly.
6.8 Reviews. After a Booking is completed, Customers may submit a review of the Services on the Shouf Platform using Shouf’s review features. The purpose of the review system is to collect genuine, useful feedback about the Service and Supplier, including aspects such as quality, reliability, and overall experience. Reviews may be visible to other users of the Shouf Platform.
All review content submitted through the Shouf Platform is exclusively licensed to Shouf and may be used by Shouf in connection with operating, improving, and promoting the platform and its listings. Supplier must not use, share, or publish any reviews sourced from the Shouf Platform that contain Customer personal data.
Supplier acknowledges that reviews reflect Customers’ opinions and experiences and may not be independently verified by Shouf for accuracy. Supplier must not manipulate or interfere with the review system in any way, including by creating reviews, soliciting or incentivizing false reviews, or instructing third parties to submit reviews. Any breach of this Section 6.8 may result in corrective action at Shouf’s discretion, including removal of reviews, suspension of listings, or suspension/termination of the Supplier Account.
7. Marketing and Promotion
7.1 Shouf marketing. Shouf may market and promote Services and Product Listings at its discretion and at its own cost. To do so, Shouf may use Supplier content and Supplier marks in online and offline marketing (including email and paid search) and may determine ranking and placement in search results.
Shouf may offer discounts to Customers. Unless agreed otherwise, any discount funded by Shouf will not reduce Supplier payout; a discount funded by Supplier may be reflected by a reduction in Commission or other mechanism described in Supplier’s commercial terms.
7.2 Supplier branding. Supplier must offer Services under its commonly used company/brand name. Supplier must not present Services in a way that implies Shouf provides, tests, or endorses the Services, except as expressly authorized in writing.
7.3 Supplier marketing to Customers. Supplier must not send marketing or promotional communications to Customers without the Customer’s prior consent, and must not include promotional material in confirmations or operational messages related to a booking.
7.4 Development and partnerships. Shouf may share Supplier content and certain operational data with distribution and technology partners as reasonably necessary to promote Services and operate and improve the Shouf Platform (for example map providers, directories, search engines, and integrations).
8. Compliance, Licenses, and Safety
Supplier will deliver Services in compliance with all applicable laws and regulations, including licensing, safety, consumer protection, and health and hygiene requirements (including requirements related to communicable diseases where applicable). Supplier will maintain all permits, registrations, and approvals required to operate and to provide Services, and will provide evidence upon request. Supplier will promptly cooperate, at its own expense, with any investigation relating to alleged non-compliance.
9. Intellectual Property, Platform Restrictions, and AI Processing
9.1 License to Supplier content. Supplier grants Shouf a non-exclusive, worldwide, royalty-free, fully paid license to use, reproduce, adapt, translate, modify, create derivative works from, publicly display, transmit, and distribute Supplier content (including Product Listings and media) for the purposes of operating the Shouf Platform, providing customer service, and marketing and distributing Services (including via distribution partners).
Supplier represents it owns or has sufficient rights to all Supplier content it provides and that such content does not infringe third-party rights or violate applicable law. Shouf may remove content that appears to violate this Agreement or applicable law, or request Supplier to correct it within a reasonable period.
9.2 License to Supplier marks. Supplier grants Shouf a non-exclusive license to use Supplier’s trademarks, logos, and trade names (“Supplier Marks”) to market Services. Shouf’s use of Supplier Marks will inure solely to Supplier’s benefit.
9.3 Ownership. Supplier retains ownership of Supplier content and Supplier Marks. Shouf retains ownership of the Shouf Platform and Shouf materials. Except for the licenses expressly granted, no rights are transferred.
9.4 Platform protection and prohibited activities. Supplier must not (directly or indirectly): (i) use automated means (such as bots or scrapers) to access or extract data from the Shouf Platform without permission; (ii) bypass or attempt to bypass technical protections; (iii) reverse engineer or decompile platform software; or (iv) interfere with platform performance or security.
9.5 AI and automated processing. Shouf may use automated tools, including artificial intelligence, to categorize, review, translate, enhance, or otherwise process Supplier content (for example for quality control, personalization, or improved discoverability). Supplier acknowledges that automated processing may result in content modifications and that Supplier remains responsible for factual accuracy. Shouf may use aggregated insights derived from such processing to improve platform features.
10. Representations and Warranties; Disclaimers
10.1 Mutual representations. Each party represents that it is duly authorized to enter into this Agreement and that this Agreement is binding and enforceable against it.
10.2 Supplier representations. Supplier represents and warrants that:
(i) it has all rights necessary to provide Supplier content;
(ii) Supplier content and Services do not violate applicable law or third-party rights;
(iii) Product Listing information is and will remain accurate and not misleading;
(iv) Services will be provided in accordance with industry-standard safety practices and applicable law;
(v) Supplier maintains all required licenses/permits; and (vi) personnel delivering Services are properly trained and qualified.
10.3 Disclaimers. To the fullest extent permitted by applicable law, and except as expressly stated in this Agreement, each party disclaims all representations and warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, and any warranties arising from course of dealing, course of performance, or usage of trade. This disclaimer applies to the extent relevant to the parties’ activities under this Agreement, including any use of automated systems or AI-enabled tools.
The Shouf Platform and any Shouf-provided content are made available on an “as is” and “as available” basis, without warranties of any kind. Shouf does not warrant that:
(i) the Shouf Platform will meet Supplier’s requirements or operate without interruption, errors, security vulnerabilities, harmful code, or defects; or
(ii) any content, data, or materials made available through the Shouf Platform will be complete, accurate, current, or free from unauthorized alteration.
Shouf is not responsible for the accuracy or completeness of customer-provided or customer-related information. Shouf does not guarantee any minimum volume of sales, bookings, or revenue for Supplier. Shouf may modify, update, suspend, or remove content, features, structure, or functionality of the Shouf Platform at any time, with or without notice, to the extent permitted by law.
11. Indemnification
Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party and its affiliates, officers, directors, employees, and agents (the “Indemnified Party”) from claims, liabilities, damages, penalties, and expenses (including reasonable legal fees) arising out of or relating to: (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s negligence or willful misconduct; and, for Supplier specifically, (iii) the Services, Supplier content, or Supplier’s failure to comply with applicable law.
The Indemnified Party will promptly notify the Indemnifying Party of a claim and allow the Indemnifying Party to control the defense, subject to the Indemnified Party’s right to participate at its own cost and approve settlements that impose obligations on the Indemnified Party.
12. Insurance
During the term of this Agreement (and thereafter until all Remnant Bookings have been completed), Supplier must maintain comprehensive commercial general liability insurance covering risks associated with Supplier’s business and the Services. Coverage must be written on an occurrence basis and in limits appropriate to the nature of the Services, Supplier’s location, and prevailing industry standards. The policy must also respond to indemnity claims made under this Agreement in favor of Shouf and its affiliates, directors, officers, employees, and agents.
If any motor vehicles are used in providing the Services, Supplier must maintain automobile liability insurance as follows:
(i) where Services are provided in Egypt, Qatar, United Arab of Emirates, Saudi Arabia, Oman, Turkey, Lebanon, Tanzania, Seychelles, Jordan, Morocco, coverage must meet or exceed the mandatory minimum requirements (including limits and scope) applicable in the country where the Services are delivered.
Supplier must provide, through Shouf’s supplier portal/tools, the name of the insurer and the insurance expiration date, and must keep such information current by updating it whenever coverage changes or a certificate expires. Supplier must promptly notify Shouf of any material change to the required insurance, including any non-renewal, cancellation, or lapse in coverage. Upon request, Supplier will provide Shouf with copies of relevant insurance policies, certificates of insurance, and proof of premium payment.
13. Limitation of Liability
To the maximum extent permitted by applicable law: (i) neither party will be liable for indirect, incidental, special, consequential, or punitive damages; and (ii) each party’s aggregate liability arising out of or relating to this Agreement will be limited to an amount specified in Supplier’s commercial terms or, if not specified, the total Commission paid or payable to Shouf in the twelve (12) months preceding the event giving rise to liability. Nothing in this Agreement limits liability for fraud, willful misconduct, or liabilities that cannot be excluded under applicable law.
14. Data Protection and Payment Processing
14.1 Customer personal data. Supplier will process Customer personal data only as necessary to fulfill bookings and provide related customer service, in compliance with applicable privacy and data protection laws. Supplier must not sell, rent, or use Customer personal data for unrelated marketing without the Customer’s consent.
14.2 Payment processing. Supplier authorizes Shouf and Shouf’s payment service providers to process data required to accept Customer payments, handle refunds/chargebacks, and transfer funds to Supplier’s payout account.
15. Term, Suspension, and Termination
15.1 Term. This Agreement remains in effect until terminated.
15.2 Termination without cause. Either party may terminate this Agreement without cause by providing at least thirty (30) days’ written notice, including via deactivation using functionality in the Supplier Account where available.
15.3 Termination for cause. Either party may terminate for material breach if the breach is not cured within fifteen (15) days after written notice (or a longer period agreed in writing), or immediately if the breach is not capable of cure.
15.4 Suspension and other remedies. If Shouf reasonably believes Supplier is in breach, or that Customers or other Suppliers are at risk, Shouf may: issue a warning; remove listings; restrict access; cancel bookings and refund Customers; stop accepting bookings; and/or withhold payouts as reasonably necessary.
15.5 Effect of termination; remnant bookings. Bookings made before termination but scheduled to occur after termination (“Remnant Bookings”) will be honored unless canceled by Shouf in accordance with this Agreement or applicable law. Certain provisions (including payment reconciliation, confidentiality, IP, data protection, indemnification, and liability) survive termination as needed to give them effect.
15. Travel Agencies and Distribution Partners
Some distribution partners may operate as travel agencies. For sales made via such partners, the Customer may purchase Services from the travel agency and be subject to that travel agency’s terms. In those cases, the travel agency may collect payment and provide customer service, while Shouf administers Supplier settlement and Commission consistent with this Agreement and the applicable distribution arrangement.
16. Connectivity Partners and APIs
The Supplier Portal does not allow for Supplier to connect their booking systems using connectivity partners or APIs.
17. General
17.1 Non-exclusive relationship. This Agreement is non-exclusive. Supplier may sell through other channels, and Shouf may offer and promote services that are similar to or competitive with Supplier’s Services.
17.2 Governing law and dispute resolution. This Agreement is governed by the laws of [Insert jurisdiction]. The parties will attempt to resolve disputes in good faith. If unresolved, disputes will be brought in the courts of [Insert venue], unless applicable law requires otherwise.
17.3 Changes to this Agreement. Shouf may update these terms by posting a revised version on the Shouf website or Supplier Portal and/or by notifying Supplier through reasonable means. Unless applicable law requires otherwise, continued use of the Shouf Platform after the effective date of the update constitutes acceptance.
17.4 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee agrees to be bound by this Agreement.
17.5 Notices. Notices will be sent by email, through the Supplier Administration Site, or by other reasonable written means to the contact details on file.
17.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
17.7 Entire agreement; waiver. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior understandings. A waiver of any breach is not a waiver of any other or later breach.
Exhibit A — Definitions
For purposes of this Agreement, the following terms have the meanings set out below:
Affiliate — Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
Applicable Law — All applicable laws, regulations, rules, and legally binding requirements related to the Services, the parties, or the Shouf Platform.
Applicable Taxes — Any taxes, duties, levies, or governmental charges applicable to the Services, excluding income taxes imposed on Shouf.
Booking — A confirmed purchase of Services by a Customer through the Shouf Platform.
Business Day — Monday through Friday, excluding public holidays in the jurisdiction specified for notices (or, if not specified, where Shouf’s principal office is located).
Chargeback — A reversal of a payment transaction (including a card chargeback or other payment dispute) initiated by the Customer or payment institution.
Commission — The portion of the Retail Price retained or invoiced by Shouf for providing platform, marketing, customer service, and transaction facilitation services.
Communication Tools — Tools provided by Shouf to enable messaging between Supplier and Customers and/or between Shouf and Supplier.
Completed Booking — A Booking for which the Supplier has actually delivered the Services to the Customer, subject to the applicable cancellation/no-show policy.
Customer — A user who purchases Services through the Shouf Platform.
Product Offer — A listing for Services created by Supplier on the Shouf Platform (including content, pricing, availability, and policies).
Required Fees — Mandatory taxes and charges required for Supplier to provide Services, which must be disclosed and included in the Retail Price.
Retail Price — The customer-facing price for Services (inclusive of Required Fees), excluding any separate Shouf service fee if charged.
Services — Supplier’s tours, activities, attractions, tickets, or related services offered through the Shouf Platform.
Supplier Content — Content provided by Supplier for use on the Shouf Platform, including Product Offers, photos, videos, and descriptions.
Supplier Marks — Supplier’s trademarks, logos, and trade names used in connection with the Services.
Supplier-Customer Contract — The agreement governing the purchase of Services between Supplier and Customer, as reflected in the booking flow and listing information.